UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x]10Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ---------- ---------________
Commission file number 0-27428
OCEAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 22-3412577
--------------------------------------------------------------- ------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
975 Hooper Avenue, Toms River, NJ 08753
---------------------------------------- ------------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
offices)
Registrant's telephone number,
including area code: (732) 240-4500
----------------
- ------------------------------------------------------------------------------------------------------------------
(Former name, former address and formal fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO .
-----_____.
-----
As of AugustNovember 6, 1998, there were 15,384,13414,757,428 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
OCEAN FINANCIAL CORP.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
- ------- ---------------------
PAGE
----
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition
as of June 30, 1998 (unaudited) and December 31, 1997.........1
Consolidated Statements of Income for the three and six
months ended June 30, 1998 and 1997 (unaudited)...............2
Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1997 (unaudited)...............3
Notes to Unaudited Consolidated Financial Statements..........5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................7
Item 3. Quantitative and Qualitative Disclosure about Market Risk....10
Part II. OTHER INFORMATION
- ------- -----------------
Item 1. Legal Proceedings............................................11
Item 2. Changes in Securities........................................11
Item 3. Default Upon Senior Securities...............................11
Item 4. Submission of Matters to a Vote of Security Holders..........11
Item 5. Other Information............................................11
Item 6. Exhibits and Reports on Form 8-K.............................11
Signatures .............................................................12
PART I. FINANCIAL INFORMATION
- ------- ---------------------
PAGE
----
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition
as of September 30, 1998 (unaudited) and December 31, 1997................................... 1
Consolidated Statements of Income for the three and nine
months ended September 30, 1998 and 1997 (unaudited)......................................... 2
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1998 and 1997 (unaudited)......................................... 3
Notes to Unaudited Consolidated Financial Statements......................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................................... 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk.................................... 11
Part II. OTHER INFORMATION
- -------- -----------------
Item 1. Legal Proceedings............................................................................ 13
Item 2. Changes in Securities........................................................................ 13
Item 3. Default Upon Senior Securities............................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 13
Item 5. Other Information............................................................................ 13
Item 6. Exhibits and Reports on Form 8-K............................................................. 13
Signatures ............................................................................................. 14
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
June 30, December 31,
1998 1997
----------- ------------
(Unaudited)
ASSETS
- ------
Cash and due from banks $ 3,896 $ 2,225
Federal funds sold 18,900 -
---------- ----------
Cash and cash equivalents 22,796 2,225
Investment securities available for sale 183,799 207,357
Federal Home Loan Bank of New York
stock, at cost 15,043 14,980
Mortgage-backed securities available for
sale 392,335 457,148
Loans receivable, net 870,450 783,695
Mortgage loans held for sale 3,009 -
Interest and dividends receivable 10,593 11,064
Real estate owned, net 432 1,198
Premises and equipment, net 14,480 14,279
Other assets 25,327 19,001
---------- ----------
Total assets $1,538,264 $1,510,947
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $1,013,192 $ 976,764
Federal Home Loan Bank borrowings - 20,400
Securities sold under agreements to repurchase 300,026 288,200
Advances by borrowers for taxes and insurance 5,525 4,773
Other liabilities 8,662 5,266
---------- ----------
Total liabilities 1,327,405 1,295,403
---------- ----------
Stockholders' Equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized, no shares
issued - -
Common stock, $.01 par value, 55,000,000
shares authorized, 18,118,248 shares
issued and 15,534,134 and 15,705,720 shares
outstanding at June 30, 1998 and December
31, 1997, respectively 181 181
Additional paid-in capital 177,936 177,223
Retained earnings-substantially restricted 101,001 97,487
Accumulated other comprehensive income 1,769 989
Less: Unallocated common stock held by
Employee Stock Ownership Plan (18,420) (10,903)
Unearned Incentive Awards (6,930) (7,897)
Treasury Stock at cost (2,584,114
and 2,412,528 shares at June 30,
1998 and December 31, 1997,
respectively) (44,678) (41,536)
---------- ----------
Total stockholders' equity 210,859 215,544
---------- ----------
Total liabilities and stockholders'
equity $1,538,264 $1,510,947
========== ==========
September 30, December 31,
1998 1997
------------ -----------
(Unaudited)
ASSETS
- ------
Cash and due from banks $ 8,738 $ 2,225
Federal funds sold - -
----------- -----------
Cash and cash equivalents 8,738 2,225
Investment securities available for sale 145,468 207,357
Federal Home Loan Bank of New York
stock, at cost 15,042 14,980
Mortgage-backed securities available for
sale 428,955 457,148
Loans receivable, net 893,417 783,695
Interest and dividends receivable 10,242 11,064
Real estate owned, net 576 1,198
Premises and equipment, net 14,251 14,279
Other assets 27,645 19,001
----------- -----------
Total assets $ 1,544,334 $ 1,510,947
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $ 1,028,522 $ 976,764
Federal Home Loan Bank borrowings 27,000 20,400
Securities sold under agreements to repurchase 275,405 288,200
Advances by borrowers for taxes and insurance 5,453 4,773
Other liabilities 11,368 5,266
----------- -----------
Total liabilities 1,347,748 1,295,403
----------- -----------
Stockholders' Equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized, no shares issued - -
Common stock, $.01 par value, 55,000,000 shares authorized,
18,118,248 shares issued and 14,757,428 and 15,705,720 shares
outstanding at September 30, 1998 and December 31, 1997,
respectively 181 181
Additional paid-in capital 178,306 177,223
Retained earnings-substantially restricted 102,606 97,487
Accumulated other comprehensive income (1,728) 989
Less: Unallocated common stock held by
Employee Stock Ownership Plan (18,079) (10,903)
Unearned Incentive Awards (6,447) (7,897)
Treasury Stock at cost (3,360,820 and 2,412,528 shares
at September 30, 1998 and December 31, 1997, respectively) (58,253) (41,536)
----------- -----------
Total stockholders' equity 196,586 215,544
----------- -----------
Total liabilities and stockholders'
equity $ 1,544,334 $ 1,510,947
=========== ===========
See accompanying notes to unaudited consolidated financial statements.statements
Note: Shares and related amounts for prior periods have been adjusted for the
two-for-one stock split effected in the form of a 100% stock dividend
paid on May 15, 1998.
1
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(dollars and shares in thousands, except per share amounts)
For the three months For the six months
ended June 30, ended June 30,
---------------------- ---------------------
1998 1997 1998 1997
--------- ----------- --------- ----------
(Unaudited) (Unaudited)
Interest income:
Loans $16,643 $14,097 $32,416 $27,691
Mortgage-backed securities 6,293 6,680 13,333 12,410
Investment securities and
other 3,283 3,533 6,697 6,754
------- ------- ------- -------
Total interest income 26,219 24,310 52,446 46,855
------- ------- ------- -------
Interest expense:
Deposits 10,930 10,605 21,675 20,900
Borrowed funds 4,380 2,905 8,781 4,643
------- ------- ------- -------
Total interest expense 15,310 13,510 30,456 25,543
------- ------- ------- -------
Net interest income 10,909 10,800 21,990 21,312
Provision for loan losses 225 225 450 450
------- ------- ------- -------
Net interest income after
provision for loan losses 10,684 10,575 21,540 20,862
------- ------- ------- -------
Other income:
Fees and service charges 508 448 1,041 950
Net gain (loss) on sales of
loans available for sale 164 0 167 (1)
Net income from other real
estate operations 189 2 140 6
Other 192 125 326 207
------- ------- ------- -------
Total other income 1,053 575 1,674 1,162
------- ------- ------- -------
Operating expenses:
Compensation and employee
benefits 3,779 3,494 7,283 6,798
Occupancy 472 467 918 966
Equipment 355 358 668 670
Marketing 428 282 752 403
Federal deposit insurance 217 208 434 297
Data processing 314 292 627 670
General and administrative 1,108 744 1,973 1,502
------- ------- ------- -------
Total operating expenses 6,673 5,845 12,655 11,306
------- ------- ------- -------
Income before provision
for income taxes 5,064 5,305 10,559 10,718
Provision for income taxes 1,862 1,889 3,848 3,913
------- ------- ------- -------
Net income $ 3,202 $ 3,416 $ 6,711 $ 6,805
======= ======= ======= =======
Basic earnings per share $ .23 $ .22 $ .48 $ .42
======= ======= ======= =======
Diluted earnings per share $ .23 $ .21 $ .47 $ .42
======= ======= ======= =======
Average basic shares outstanding 13,757 15,796 13,864 16,142
======= ======= ======= =======
Average diluted shares
outstanding 14,177 15,949 14,246 16,246
=======
For the three months For the nine months
ended September 30, ended September 30,
------------------------ ----------------------
1998 1997 1998 1997
------ ------- ------- -------
(Unaudited) (Unaudited)
Interest income:
Loans $17,048 $14,637 $49,465 $42,328
Mortgage-backed securities 5,853 7,192 19,185 19,602
Investment securities and other 3,593 3,739 10,290 10,493
------- ------- ------- --------
Total interest income 26,494 25,568 78,940 72,423
------- ------- ------- --------
Interest expense:
Deposits 11,248 11,001 32,923 31,901
Borrowed funds 4,412 3,657 13,194 8,300
------- ------- ------- -------
Total interest expense 15,660 14,658 46,117 40,201
------- ------- ------- -------
Net interest income 10,834 10,910 32,823 32,222
Provision for loan losses 225 225 675 675
------- ------- -------- -------
Net interest income after provision for loan losses 10,609 10,685 32,148 31,547
------- ------- -------- -------
Other income:
Fees and service charges 622 477 1,663 1,427
Net gain on sales of loans available for sale 53 1 221 1
Net income from other real estate operations 20 5 160 12
Other 181 89 506 294
------- ------- ------- -------
Total other income 876 572 2,550 1,734
------- ------- ------- -------
Operating expenses:
Compensation and employee benefits 3,710 3,492 10,994 10,290
Occupancy 490 480 1,408 1,445
Equipment 343 307 1,011 978
Marketing 301 138 1,053 541
Federal deposit insurance 217 210 651 506
Data processing 319 288 945 959
General and administrative 924 809 2,897 2,311
------- ------- ------- -------
Total operating expenses 6,304 5,724 18,959 17,030
------- ------- ------- -------
Income before provision for income taxes 5,181 5,533 15,739 16,251
Provision for income taxes 1,845 1,993 5,692 5,906
------- ------- ------- -------
Net income $ 3,336 $ 3,540 $10,047 $10,345
======= ======= ======= ========
Basic earnings per share $ .25 $ .24 $ .74 $ .66
======= ======= ======= ========
Diluted earnings per share $ .25 $ .23 $ .72 $ .65
======= ======= ======= ========
Average basic shares outstanding 13,202 14,834 13,517 15,706
======= ======= ======= ========
Average diluted shares outstanding 13,505 15,169 13,893 15,887
======= ======= ======= ========
See accompanying notes to unaudited consolidated financial statements.
Note: Earnings per share and shares outstanding for prior periods have been
adjusted for the two-for-one stock split effected in the form of a 100%
stock dividend paid on May 15, 1998.
2
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the six months
ended June 30,
---------------------------
1998 1997
------------- ------------
(Unaudited)
Cash flows from operating activities:
Net income $ 6,711 $ 6,805
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of premises
and equipment 713 661
Amortization of Incentive Awards 967 807
Amortization of ESOP 683 714
ESOP adjustment 585 355
Tax benefit of stock plans 128 -
Amortization of servicing asset 167 89
Net premium amortization in excess of discount
accretion on securities 1,755 1,931
Net accretion of deferred fees and discounts
in excess of premium amortization on loans (261) (183)
Provision for loan losses 450 450
Net gain on sales of real estate owned (78) (129)
Net (gain) loss on sales of loans available
for sale (167) 1
Proceeds from sales of mortgage loans held for
sale 12,989 703
Mortgage loans originated for sale (16,124) -
Decrease (increase) in interest and dividends
receivable 471 (2,042)
Increase in other assets (5,629) (537)
Increase in other liabilities 3,396 137
------------ ------------
Total adjustments 45 2,957
------------ ------------
Net cash provided by operating activities 6,756 9,762
------------ ------------
Cash flows from investing activities:
Net increase in loans receivable (87,408) (48,250)
Purchase of investment securities available for
sale (81,691) (49,984)
Purchase of mortgage-backed securities available
for sale (40,567) (151,199)
Proceeds from maturities of investment securities
available for sale 105,025 15,270
Principal payments on mortgage-backed securities
available for sale 105,087 88,396
Purchases of Federal Home Loan Bank of New York
stock (63) (3,054)
Proceeds from sales of real estate owned 1,308 1,255
Purchases of premises and equipment (914) (1,296)
------------ ------------
Net cash provided by (used in) investing
activities 777 (148,862)
------------ ------------
For the nine months
ended September 30,
-----------------------
1998 1997
--------- ---------
(Unaudited)
Cash flows from operating activities:
Net income $ 10,047 $ 10,345
--------- ---------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization of premises
and equipment 1,093 1,008
Amortization of Incentive Awards 1,450 1,289
Amortization of ESOP 1,024 1,071
ESOP adjustment 826 613
Tax benefit of stock plans 257 -
Amortization of servicing asset 238 138
Net premium amortization in excess of discount
accretion on securities 2,524 2,719
Net accretion of deferred fees and discounts
in excess of premium amortization on loans (380) (272)
Provision for loan losses 675 675
Net gain on sales of real estate owned (107) (184)
Net gain on sales of loans available for sale (221) (1)
Proceeds from sales of mortgage loans held for sale 15,962 703
Mortgage loans originated for sale (16,132) -
Decrease (increase) in interest and dividends receivable 822 (2,456)
Increase in other assets (5,866) (612)
Increase in other liabilities 6,102 1,007
--------- ---------
Total adjustments 8,267 5,698
--------- ---------
Net cash provided by operating activities 18,314 16,043
--------- ---------
Cash flows from investing activities:
Net increase in loans receivable (110,864) (77,843)
Purchase of investment securities available for sale (126,986) (50,984)
Purchase of mortgage-backed securities available for sale (131,172) (202,319)
Proceeds from maturities of investment securities
available for sale 185,160 20,270
Principal payments on mortgage-backed securities
available for sale 156,243 123,253
Purchases of Federal Home Loan Bank of New York stock (62) (4,709)
Proceeds from sales of real estate owned 1,576 2,205
Purchases of premises and equipment (1,065) (1,407)
--------- ---------
Net cash used in investing activities (27,170) (191,534)
--------- ---------
Continued
3
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
For the six months
ended June 30,
----------------------
1998 1997
----------- ---------
(Unaudited)
Cash flows from financing activities:
Acquisition of deposits $ 10,732 -
Deposit premium (1,030) -
Increase in deposits 25,696 26,074
Decrease in Federal Home Loan Bank borrowings (20,400) (3,500)
Increase in securities sold under agreements
to repurchase 11,826 138,090
Increase in advances by borrowers for taxes and
insurance 752 851
Dividends paid (3,196) (1,689)
Purchase of Incentive Award stock - (10,176)
Purchase of ESOP shares (8,200) -
Purchase of treasury stock (3,142) (14,270)
---------- --------
Net cash provided by financing activities 13,038 135,380
---------- --------
Net increase (decrease) in cash and cash
equivalents 20,571 (3,720)
Cash and cash equivalents at beginning of period 2,225 5,372
---------- --------
Cash and cash equivalents at end of period $ 22,796 $ 1,652
========== ========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $ 30,090 $ 25,136
Income taxes 10 3,711
Noncash investing activities:
Transfer of loans receivable to real estate owned 464 839
Mortgage loans securitized into mortgage-backed
securities 13,073 -
========== ========
For the nine months
ended September 30,
------------------------
1998 1997
------------------------
(Unaudited)
Cash flows from financing activities:
Acquisition of deposits $ 10,732 --
Deposit premium (1,030) --
Increase in deposits 41,026 31,006
Increase in Federal Home Loan Bank borrowings 6,600 9,600
(Decrease) increase in securities sold under agreements
to repurchase (12,795) 169,793
Increase in advances by borrowers for taxes and
insurance 680 854
Dividends paid (4,927) (3,287)
Purchase of Incentive Award stock -- (10,176)
Purchase of ESOP shares (8,200) --
Purchase of treasury stock (16,717) (29,546)
--------- ---------
Net cash provided by financing activities 15,369 168,244
--------- ---------
Net increase (decrease) in cash and cash equivalents 6,513 (7,247)
Cash and cash equivalents at beginning of period 2,225 5,372
--------- ---------
Cash and cash equivalents at end of period $ 8,738 $ 1,875
========= =========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $ 45,691 $ 39,656
Income taxes 20 5,346
Noncash investing activities:
Transfer of loans receivable to real estate owned 847 1,455
Mortgage loans securitized into mortgage-backed
securities 16,082 --
========= =========
See accompanying notes to unaudited consolidated financial statements.
4
OCEAN FINANCIAL CORP. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
NoteNOTE 1. Basis of PresentationBASIS OF PRESENTATION
- -----------------------------
The accompanying unaudited consolidated financial statements include the
accounts of Ocean Financial Corp. (the "Company") and its wholly-owned
subsidiary, Ocean Federal Savings Bank (the "Bank") and its wholly-owned
subsidiaries, Ocean Federal Realty Inc. and Ocean Investment Services, Inc.
The interim consolidated financial statements reflect all normal and recurring
adjustments which are, in the opinion of management, considered necessary for a
fair presentation of the financial condition and results of operations for the
periods presented. The results of operations for the three and sixnine months ended
JuneSeptember 30, 1998 are not necessarily indicative of the results of operations
that may be expected for all of 1998.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, pursuant to the rules and regulations of the
Securities and Exchange Commission.
These unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto included in
the Company's Annual Report to Stockholders on Form 10-K for the year ended
December 31, 1997.
NoteNOTE 2. Earnings per ShareEARNINGS PER SHARE
- ---------------------------
Amounts per common share for prior periods have been adjusted for the
two-for-
onetwo-for-one stock split effected in the form of a 100% stock dividend declared
by the Company's Board of Directors on April 22, 1998 and paid on May 15, 1998.
The following reconciles shares outstanding for basic and diluted earnings per
share for the three and sixnine months ended JuneSeptember 30, 1998 and 1997
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
-------- -------- ------- -------
Weighted average shares issued net
of Treasury shares 15,534 17,644 15,584 17,881
Less: Unallocated ESOP shares (1,231) (1,177) (1,150) (1,195)
Unallocated incentive
award shares (546) (671) (570) (544)
------ ------ ------ ------
Average basic shares outstanding 13,757 15,796 13,864 16,142
Add: Effect of dilutive securities:
Stock options 283 73 248 51
Incentive awards 137 80 134 53
------ ------ ------ ------
Average diluted shares outstanding 14,177 15,949 14,246 16,246
====== ====== ====== ======
Note
Three months ended Nine months ended
September 30, September 30,
------------------ -------------------
1998 1997 1998 1997
------- ------- ------- -------
Weighted average shares issued net of Treasury shares 15,172 16,647 15,322 17,470
Less: Unallocated ESOP Shares (1,424) (1,142) (1,243) (1,177)
Unallocated incentive award shares (546) (671) (562) (587)
------- ------- ------- -------
Average basic shares outstanding 13,202 14,834 13,517 15,706
Add: Effect of dilutive securities:
Stock options 166 190 222 97
Incentive awards 137 145 154 84
------- ------- ------- -------
Average diluted shares outstanding 13,505 15,169 13,893 15,887
======= ======= ======= =======
NOTE 3. Impact of Recent Accounting PronouncementsIMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------------------------
Effective January 1, 1998, the Company adopted the provisions of Financial
Accounting Standards Board ("FASB") Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes
standards for reporting and display of comprehensive income and its components
in a full set of general purpose financial statements. Under SFAS 130,
comprehensive income is divided into net income and other comprehensive income.
Other comprehensive income includes items previously recorded directly in
equity,inequity,
such as unrealized gains or losses on
5
securities available for sale. Comparative financial statements provided for
earlier periods have been reclassified to conform with the provisions of this
Statement.
SFAS 130 requires total comprehensive income and its components to be displayed
on the face of a financial statement for annual financial statements. For
interim financial statements, SFAS 130 requires only total comprehensive income
to be reported and allows such disclosure to be presented in the notes to the
interim financial statements.
5
For the three month periods ended JuneSeptember 30, 1998 and 1997 total
comprehensive income (loss) amounted to $(161,000) and $6,266,000, respectively.
For the nine month periods ended September 30, 1998 and 1997, total
comprehensive income amounted to $3,706,000$7,330,000 and $3,515,000, respectively. For the six month
periods ended June 30, 1998 and 1997, total comprehensive income amounted to
$7,491,000 and $6,865,000,$13,131,000, respectively.
In February 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits" (SFAS 132). SFAS 132 revises employers'
disclosures about pension and other postretirement benefit plans. It does not
change the measurement or recognition of those plans. It standardizes the
disclosure requirements for pensions and other postretirement benefits to the
extent practicable, requires additional information about changes in the benefit
obligations and fair value of plan assets that will facilitate financial
analysis, and eliminates certain required disclosures of previous accounting
pronouncements. SFAS 132 is effective for fiscal years beginning after December
15, 1997. Earlier application is encouraged. Restatement of disclosures for
earlier periods provided for comparative purposes is required unless the
information is not readily available. As SFAS 132 affects disclosure
requirements, it is not expected to have an impact on the financial statements
of the Company.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities.Actitivies." This statement establishes accounting and
reporting standards for derivative instruments, and for hedging activities. SFAS
No. 133 supersedes the disclosure requirements in SFAS No. 80, 105 and 119. This
statement is effective for periods after June 15, 1999. The adoption of SFAS No.
133 is not expected to have a material impact on the financial position or
results of operations of the Company.
NoteIn October 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 134 "Accounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise." This Statement amends FASB
Statement 65 "Accounting for Certain Mortgage Banking Activities" to require
that after the securitization of mortgage loans held for sale, an entity engaged
in mortgage banking activities classify the resulting mortgage-backed securities
or other retained interests based on its ability and intent to sell or hold
those investments. This Statement is effective for the first fiscal quarter
beginning after December 15, 1998. The adoption of this Statement is not
expected to have a material impact on the financial position or results of
operations of the Company.
6
NOTE 4. Loans Receivable, NetLOANS RECEIVABLE, NET
- -----------------------------
Loans receivable, net at JuneSeptember 30, 1998 and December 31, 1997 consisted of
the following (in thousands):
June 30, 1998 December 31, 1997
-------------- -----------------
(Unaudited)
Real estate:
One- to four-family $785,101 $711,548
Commercial real estate, multi-
family and land 34,956 25,699
Construction 8,245 8,748
Consumer 50,553 45,417
Commercial 5,307 2,904
-------- --------
Total loans 884,162 794,316
Less:
Loans in process 2,810 2,867
Deferred fees 849 1,133
Unearned discounts 9 9
Allowance for loan losses 7,035 6,612
-------- --------
Total loans, net 873,459 783,695
Less: mortgage loans held for sale 3,009 -
-------- --------
Loans receivable, net $870,450 $783,695
======== ========
Note
September 30, 1998 December 31, 1997
------------------ -----------------
(Unaudited)
Real estate:
One- to four-family $802,662 $711,548
Commercial real estate, multi-
family and land 36,139 25,699
Construction 7,284 8,748
Consumer 51,635 45,417
Commercial 6,340 2,904
--------- ---------
Total loans 904,060 794,316
Less:
Loans in process 2,712 2,867
Deferred fees 676 1,133
Unearned discounts 9 9
Allowance for loan losses 7,246 6,612
--------- ---------
Total loans, net 893,417 783,695
Less: mortgage loans held for sale - -
--------- ---------
Loans receivable, net $893,417 $783,695
========= =========
NOTE 5. DepositsDEPOSITS
- ----------------
The major types of deposits at JuneSeptember 30, 1998 and December 31, 1997 were as
follows (in thousands):
June 30, 1998 December 31, 1997
------------- -----------------
Type of Account (Unaudited)
- ---------------
Non-interest bearing $ 19,789 $ 13,149
NOW 84,727 77,994
Money market deposit 72,157 67,979
Savings 166,956 163,202
Time deposits 669,563 654,440
---------- --------
$1,013,192 $976,764
September 30, 1998 December 31, 1997
------------------ -----------------
Type of Account (Unaudited)
- ---------------
Non-interest bearing $ 21,686 $ 13,149
NOW 85,950 77,994
Money market deposit 74,147 67,979
Savings 168,140 163,202
Time deposits 678,599 654,440
---------- ----------
$1,028,522 $ 976,764
========== ==========
========
6
Item
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial ConditionMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION
Total assets at JuneSeptember 30, 1998 were $1.538$1.544 billion, an increase of $27.3$33.4
million, compared to $1.511 billion at December 31, 1997.
Investment securities available for sale decreased by $23.6$61.9 million, to a
balance of $183.8$145.5 million at JuneSeptember 30, 1998, compared to a balance of $207.4
million at December 31, 1997, and mortgage-backed securities available for sale
decreased by $64.8$28.2 million, to $392.3$429.0 million at JuneSeptember 30, 1998, from $457.1
million at December 31, 1997. The investment and mortgage-backed securities
available for sale portfolios decreased in order to fund growth in the Bank's
loans receivable. Loans receivable, net, increased by $86.8$109.7 million, or 11.1%14.0%,
to a balance of $870.5$893.4 million at JuneSeptember 30, 1998, compared to a balance of
$783.7 million at December 31, 1997. The increase was largely attributable to
robust residential loan growth (including mortgage refinance activity) in the
Bank's market area, as well as commercial lending (including
7
commercial real estate) initiatives which accounted for $11.7$13.9 million of this
growth. Included in the residential loan growth is $39.5$64.0 million of 30 year fixed rate30-year
fixed-rate non-conforming mortgage loans which the Bank retained in portfolio,
while $13.1$16.1 million of 30-year fixed ratefixed-rate mortgage loans were sold. In the past,
the Bank has often sold most of this product into the secondary market. Of the
loans retained, the Bank funded $29.2$58.5 million with repurchase agreements with
approximate terms of three to seven years, mitigating part of the interest rate
risk associated with retaining these mortgages.
Total deposits at JuneSeptember 30, 1998 were $1.013$1.029 billion, an increase of $36.4$51.8
million, compared to $976.8 million at December 31, 1997. On June 29, 1998, the
Company completed the purchase of $10.7 million in deposit balances from Summit
Bank's Whiting, New Jersey branch, for a deposit premium of $1.0 million.
Stockholders' equity at JuneSeptember 30, 1998 was $210.9$196.6 million, compared to
$215.5 million at December 31, 1997. The Company repurchased 171,586948,292 shares of
common stock during the first quarternine months ended September 30, 1998 for $ 3.1$16.7 million,
fully completing the remainder of a 5% repurchase program announced in October
1997.1997 and another 5% repurchase program announced in July 1998. Additionally,
during the second quarter of 1998, the Company loaned $8.2 million to the Bank's
Employee Stock Ownership Plan ("ESOP" or the "Plan") which enabled the ESOP
trustee to purchase 422,500 shares of common stock. After the initial 12 year
ESOP term expires in year 2008, these shares will begin to be allocated to
employees covered by the Plan at which time they will be expensed by the
Company.
Results of Operations
GeneralRESULTS OF OPERATIONS
GENERAL
Net income decreased to $3.2$3.3 million for the three months ended JuneSeptember 30,
1998 as compared to net income of $3.4$3.5 million for the three months ended
JuneSeptember 30, 1997. For the sixnine months ended JuneSeptember 30, 1998 net income
decreased to $6.7$10.0 million from $6.8$10.3 million for the sixnine months ended
JuneSeptember 30, 1997.
Interest IncomeINTEREST INCOME
Interest income for the three months ended JuneSeptember 30, 1998 was $26.2$26.5 million,
compared to $24.3$25.6 million for the three months ended JuneSeptember 30, 1997, an
increase of $1.9 million,$926,000, or 7.9%3.6%. For the sixnine months ended JuneSeptember 30, 1998,
interest income was $52.4$78.9 million compared to $46.9$72.4 million for the same period
in 1997, an increase of $5.6$6.5 million or 11.9%9.0%. The increases in interest income
were the result of increases in the average balance of loans receivable which
increased by $143.6$143.5 million and $128.4$133.5 million for the three and sixnine months
ended JuneSeptember 30, 1998, respectively, as compared to the same prior year
periods. For the three months ended JuneSeptember 30, 1998, a $77.0 million increase
in earning assets was largely offset by a decline in the yield on earning assets
which decreased to 7.11% as compared to 7.24% for the same period in 1997 due to
declines in yields for loans and investment and mortgage-backed securities. For
the nine months ended September 30, 1998 the yield on earning assets remained constant at
7.12%,increased 1
basis point to 7.14% as compared to the same period in 1997 as declines in
yields for loans and investments and mortgage-backedinvestment securities were offset by a shift in the asset
mix from lower yielding securities to higher yielding loans receivable.
For the six months ended June 30, 1998, interest income was augmented by an
increase in the yield on average interest earning assets, which improved to
7.16% on average in the first six months of 1998, from 7.07% on average in the
first six months of 1997. Increased yields on mortgage-backed securities and a
change in the mix of earning assets to whole loans accounted for the increased
yield.
Interest ExpenseINTEREST EXPENSE
Interest expense for the three months ended JuneSeptember 30, 1998 was $15.3$15.7
million, compared to $13.5$14.7 million for the three months ended JuneSeptember 30,
1997, an increase of $1.8$1.0 million, or 13.3%6.8%. For the sixnine months ended JuneSeptember
30, 1998 interest expense was $30.5$46.1 million compared to $25.5$40.2 million for the
same period in 1997, an increase of $4.9$5.9 million or 19.2%14.7%. The increases in
interest expense were primarily the result of an increase in the average
outstanding balance of total borrowings (Federal Home Loan Bank and securities
sold under agreements to repurchase) which increased by $97.3$46.3 million and $137.5$106.8
million for the three and sixnine months ended JuneSeptember 30, 1998, respectively, as
compared to the same prior year periods and a smaller averagean additional increase in deposits.average
interest-bearing deposits of $50.1 million and $38.4 million for the three and
nine months ended September 30, 1998, respectively, as compared to the same
prior year periods. The increase in wholesale borrowings was part of a leverage
strategy adopted in late 1996 to improve returns on invested capital. Proceeds
from the borrowings were invested in mortgage loans and investment 7
and
mortgage-backed securities. The average cost of interest bearinginterest-bearing liabilities
increaseddecreased to 4.78%4.79% for both the three and six months ended JuneSeptember 30, 1998, as compared to
4.71% and 4.64%, respectively,4.84% for the same prior year periods,period, due to the recent market decline in
interest rates. For the nine months ended September 30, 1998,
8
the average cost of interest-bearing liabilities increased to 4.79%, as compared
to 4.70% for the same prior year period due to a greater percentage increase in
higher cost wholesale funding over retail deposit funding.
Provision for Loan LossesPROVISION FOR LOAN LOSSES
For the three and sixnine months ended JuneSeptember 30, 1998, the Company's provision
for loan losses was $225,000 and $450,000,$675,000, respectively, unchanged from the same
prior year periods. The Company's non-performing assets declined by $1.8$1.4 million
at JuneSeptember 30, 1998 as compared to JuneSeptember 30, 1997 allowing for stable
provisions despite loan growth.
Other IncomeOTHER INCOME
Other income increased to $1.1 million$876,000 and $1.7$2.6 million for the three and sixnine
months ended JuneSeptember 30, 1998, respectively, compared to $575,000$572,000 and $1.2$1.7
million for the same prior year periods. The increases were primarily due to
$164,000
in gains recognized in the second quarter of 1998 on the sale of 30 year fixed
rate30-year fixed-rate mortgage loans, which the
Company periodically sells to manageas part of the management of interest rate risk.
These gains amounted to $53,000 and $221,000 for the three and nine months ended
September 30, 1998, respectively. Additionally, deposit related fees (part of
fees and service charges) increased by $121,000$129,000 and $198,000$315,000 for the three and
sixnine months ended JuneSeptember 30, 1998, respectively, as compared to the same
prior year periods, due to growth in commercial account services and retail core
account balances. The Company also realized $40,000 in fee income during the
third quarter of 1998 from the sale of alternative investment products, a
service the Company introduced late in this year's second quarter. The growth in
these fees was partly offset by reductions in loan servicing fees due to
prepayments of the loans underlying the servicing portfolio.
Operating ExpensesOPERATING EXPENSES
Operating expenses were $6.7$6.3 million and $12.7$19.0 million for the three and sixnine
months ended JuneSeptember 30, 1998, representing increases of $828,000$580,000 and $1.3$1.9
million compared to the same prior year periods. The increases wereFor the nine months ended
September 30, 1998, the increase was partly due to higher non-cash charges
relating to the Employee Stock Ownership Plan and expenses associated with the
stock awards granted to directors and officers under the 1997 Incentive Plan.
These non-cash charges increased by $93,000 and
$361,000 forFor the three and sixnine months ended JuneSeptember 30, 1998, respectively, over
the same prior year periods. Additionally, marketing expense
increased by $146,000$163,000 and $349,000$512,000 as the Bank aggressively promoted its new
retail checking products. The Bank also opened its eleventh branch office in
early April of 1998.
Provision for Income TaxesPROVISION FOR INCOME TAXES
Income tax expense was $1.9$1.8 million and $3.8$5.7 million for the three and sixnine
months ended JuneSeptember 30, 1998, respectively, compared to $1.9$2.0 million and $3.9$5.9
million for the three and sixnine months ended JuneSeptember 30, 1997, respectively.
The effective tax rate was relatively stable at 36.4%36.2% for the sixnine months ended
JuneSeptember 30, 1998 as compared to 36.5%36.3% for the same prior year period.
Liquidity and Capital ResourcesLIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, principal and interest
payments on loans, FHLB and other borrowings and, to a lesser extent, investment
maturities and proceeds from the sale of loans. While scheduled amortization of
loans is a predictable source of funds, deposit flows and mortgage prepayments
are greatly influenced by general interest rates, economic conditions and
competition. The Company has other sources of liquidity if a need for additional
funds arises, including an overnight line of credit and advances from the FHLB.
At JuneSeptember 30, 1998, the Company had no$27.0 outstanding in overnight borrowings
from the FHLB, representing a decreasean increase from $20.4 million at December 31, 1997.
The Company utilizes the overnight line from time to time to fund short-term
liquidity needs. The Company also borrowed $300.0$275.4 million at JuneSeptember 30, 1998
through securities sold under agreements to repurchase, an increasea decrease from $288.2
million at December 31, 1997. These borrowings were used to fund a wholesale
leverage strategy designed to improve returns on invested capital.
9
The Company's cash needs for the sixnine months ended JuneSeptember 30, 1998, were
principally provided by maturities of investment securities available for sale,
principal payments on loans and mortgage-backed securities and increased
deposits, including a deposit acquisition. The cash provided was principally
used for investing activities, which included the purchase of investment and
mortgage-backed securities and the origination of loans. For the sixnine months
ended JuneSeptember 30, 1997, the cash needs of the Company were primarily satisfied
by principal payments on loans and mortgage-backed securities, securities sold
under agreements to repurchase and increased deposits. The cash was principally
utilized for loan originations, and purchases of investment and mortgage-backed
securities.securities and the purchase of treasury stock.
Federal regulations require the Bank to maintain minimum levels of liquid
assets. The required percentage has varied from time to time based upon economic
conditions and savings flows and is currently 4% of net withdrawable savings
deposits and borrowings payable on demand or in one year or less during the
preceding calendar month. Liquid assets for purposes 8
of this ratio include cash,
accrued interest receivable, certain time deposits, U.S. Treasury and Government
agencies and other securities and obligations generally having remaining
maturities of less than five years. The levels of these assets are dependent on
the Bank's operating, financing, lending and investing activities during any
given period. As of JuneSeptember 30, 1998 and December 31, 1997, the Bank's
liquidity ratios were 6.2%38.7% and 9.8%, respectively, both in excess of the
minimum regulatory requirement.
At JuneSeptember 30, 1998, the Bank exceeded all of its regulatory capital
requirements with tangible capital of $178.5$164.1 million, or 11.7%10.68%, of total
adjusted assets, which is above the required level of $23.0 million or 1.5%;
core capital of $178.5$164.1 million or 11.7%10.68% of total adjusted assets, which is
above the required level of $46.0$61.5 million, or 3.0%4.0%; and risk-based capital of
$185.4$171.2 million, or 26.6%23.2% of risk-weighted assets, which is above the required
level of $55.8$59.0 million or 8.0%. The Bank is considered a "well capitalized"
institution under the Office of Thrift Supervision's prompt corrective action
regulations.
Non-Performing AssetsNON-PERFORMING ASSETS
The following table sets forth information regarding the Company's nonperforming
assets consisting of non-accrual loans and Real Estate Owned (REO). The Company
had no troubled-debt restructured loans within the meaning of SFAS 15 at
JuneSeptember 30, 1998 or December 31, 1997. It is the policy of the Company to
cease accruing interest on loans 90 days or more past due or in the process of
foreclosure.
June
September 30, December 31,
1998 1997
------------- ------------
(Dollars in thousands)
(Unaudited)
Non-accrual loans:
Real estate:
One-to four-family $5,059 $5,062
Commercial real estate,
multi-family and land 574 382
Consumer 161 110
------- -------
Total 5,794 5,554
REO, net 576 1,198
------- -------
Total non-performing assets $6,370 $6,752
======= =======
Non-performing loans as a percent of total
loans receivable .64% .70%
Non-performing assets as a percent of total
assets .41% .45%
Allowance for loan losses as a percent of
total loans receivable .80% .83%
Allowance for loan losses as percent of
total non-performing loans 125.06% 119.03%
10
IMPACT OF YEAR 2000
The Company has developed a formal project plan to prepare its systems,
hardware, and facilities for the Year 2000. The project plan has been in place
since 1997 and is designed to follow the guidelines and recommendations of the
Federal Financial Institutions Examination Council (FFIEC). The Year 2000 effort
is being implemented by qualified personnel from areas throughout the Company.
As stated in the FFIEC guidelines, the Company has created a plan consisting of
five phases. The phases include awareness, assessment, renovation, validation
and implementation. The awareness phase was completed with the development of a
Year 2000 committee and a formal reporting and tracking process. A thorough
analysis of all hardware, software, and facilities that may be effected by the
turn of the century was done to complete the assessment phase. Based on this
analysis, items were prioritized and the renovation effort was started. The
Company primarily utilizes third-party vendors to provide processing of its
mission critical systems. Vendors are being closely monitored to ensure that
renovation and validation dates are met. The planned completion date for all
renovations is December 31, 1998 1997
----------- -------------
(Dollars in thousands)
(Unaudited)
Non-accrual loans:
Real estate:
One-to four-family $5,301 $5,062
Commercial real estate,
multi-familywith all validation and land 354 382
Consumer 72 110
------ ------
Total 5,727 5,554
REO, net 432 1,198
------ ------
Total non-performing assets $6,159 $6,752
====== ======
Non-performing loans asimplementation
scheduled to be complete by June 30, 1999. Detailed updates are provided to the
Board of Directors covering all aspects of the project on a percentperiodic basis.
In the case where third party systems fail or are not completed on time, there
is the potential to experience operational problems throughout the Company. To
reduce the risk of total
loans receivable .65% .70%
Non-performing assets as a percentany problem due to this type of total
assets .40% .45%
Allowancefailure, contingency plans
are being drafted for loan losses as a percentall mission critical functions and systems. The
contingency plans will address other methods and vendors that may be required to
continue to do business. In the event that any mission critical system
renovation or validation falls behind schedule, the Company may decide to
execute contingency plans to ensure uninterrupted service to customers.
The cost of total loans receivable .80% .83%
Allowance for loan losses as percent of
total non-performing loans 122.84% 119.03%
Impact ofthe Year 2000 project is estimated to be between $300,000 and
$400,000. The cost includes all renovation, testing, and contingency planning
expense for in-house and third-party processing. The expense for the nine months
ended September 30, 1998 is $52,000. The expenses associated with the Year 2000
project are not considered to be incremental to the Company is conducting a comprehensive review of its computer systems and
third party vendors to identifyin total. Although
the systems that could be affectedexpense was necessitated by the "Year
2000" issue. The Year 2000 problemproject, the Company has realized
substantial improvements in its internal system technology.
Estimated expenses and completion dates associated with this project are based
on all known facts and available resources. It is the result of computer programs being
written using two digits rather than fourexpectation that the
represented estimates will not change materially, but there can be no guarantee
that the estimates will be achieved. Factors that may influence changes in the
estimates include, but are not limited to, define the applicable year. Any of
the Company's programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather thanexpenses associated for obtaining
qualified personnel, ability to correctly identify and renovate all functions
related to the Year 2000. This could result in
system failure or miscalculations. The Company is devoting the necessary
internal2000 and external resources in the development of an implementation plan to
address Year 2000. Management anticipates that all Year 2000 initiatives and
testing will be completed in a timely manner and will meet all regulatory
milestones. Expenditures in future years are not expected to have a material
impact on the company.
Private Securities Litigation Reform Act Safe Harbor Statementother similar items.
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
In addition to historical information, this quarterly report may include certain
forward looking statements based on current management expectations. The
Company's actual results could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal and state tax authorities, changes in interest rates, deposit flows, the
cost of funds, demand for loan products, demand for financial services,
competition, changes in the quality or composition of the Bank's loan and
investment portfolios, changes in accounting principles, policies or guidelines,
and other economic, 9
competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and prices.
Further description of the risks and uncertainties to the business are included
in Item 1, Business, of the Company's 1997 Form 10-K.
ItemITEM 3. Quantitative and Qualitative Disclosure about Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's interest rate sensitivity is monitored by management through the
use of an interest rate risk (IRR) model. Based on internal IRR modeling,
management does not believe that there has been a material change in the
Company's interest rate sensitivity from December 31, 1997 to JuneSeptember 30,
1998. All methods used to measure interest rate sensitivity involve the use of
assumptions, which may tend to oversimplify the manner in which actual yields
and costs
11
respond to changes in market interest rates. The Company's interest
rate sensitivity should be reviewed in conjunction with the financial statements
and notes thereto contained in the Company's Annual Report for the fiscal year
ended December 31, 1997.
1012
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is not engaged in any legal proceedings of a
material nature at the present time. From time to time, the
Company is a party to routine legal proceedings within the
normal course of business. Such routine legal proceedings in
the aggregate are believed by management to be immaterial to
the Company's financial condition or results of operations.
Item 2. Changes in Securities
---------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable
Item 4. Submission of Matters to Vote of Security Holders
-------------------------------------------------
Not Applicable
Item 5. Other Information
-----------------
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
3.1 Certificate of Incorporation of Ocean Financial Corp.*
3.2 Bylaws of Ocean Financial Corp.*
4.0 Stock Certificate of Ocean Financial Corp.*
10.8 Amended and Restated Ocean Financial Corp. 1997 Incentive Plan
(filed herewith)
27 Financial Data Schedule (filed herewith)
b) There were no reports on Form 8-K filed during the three months
ended JuneSeptember 30, 1998.
* Incorporated herein by reference into this document from the Exhibits to Form
S-1, Registration Statement, filed on December 7, 1995, as amended,
Registration No. 33-80123.
1113
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Ocean Financial Corp.
------------------------------------------------------------
Registrant
DATE: August 10,November 12, 1998 /s/ John R. Garbarino
----------------------------------------------------------------
John R. Garbarino
Chairman of the Board, President
and Chief Executive Officer
DATE: August 10,November 12, 1998 /s/ Michael Fitzpatrick
-----------------------------------------------------------------
Michael Fitzpatrick
Executive Vice President and
Chief Financial Officer
1214